Exhibit 4.7


 


FINANCIAL STRATEGIES ACQUISITION CORP.


 


DESCRIPTION OF SECURITIES 


 


As of December 31, 2021, Financial Strategies
Acquisition Corp. (the “Company,” “we,” “us” or “our”) had four classes of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Act”): Units, consisting of one share
of Class A common stock, one warrant to acquire one share of Class A common stock and one right to receive one-tenth of one share of Class
A common stock; Class A common stock, par value $0.0001; warrants to acquire one share of Class A common stock; and rights to receive
one-tenth of one share of Class A common stock. On January 10, 2022, each unit was mandatorily separated into its constituent securities,
following which separation our units ceased to be registered under Section 12 of the Act. The following description of our securities
summarizes certain provisions of our amended and restated certificate of incorporation, our bylaws, the warrant agreement, dated December
9, 2021, between the Company and Continental Stock Transfer & Trust Company and the rights agreement, dated December 9, 2021, between
the Company and Continental Stock Transfer & Trust Company. This description is intended as a summary, and is qualified in its entirety
by reference to our amended and restated certificate of incorporation, our bylaws, the warrant agreement and the rights agreement. Defined
terms used herein, but otherwise not defined, shall have the meaning ascribed to them in our Annual Report on Form 10-K to which this
description is filed as an exhibit.


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares
of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description
summarizes the material terms of our capital stock. Because it is only a summary, it may not contain all the information that is important
to you.


 


Common Stock


  


Common stockholders of record are entitled to
one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class
B common stock (which we refer to as our “founder shares”) will vote together as a single class on all matters submitted to
a vote of our stockholders, except as required by law. Unless specified in our amended and restated certificate of incorporation or bylaws,
or as required by applicable provisions of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules,
the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our
stockholders. Our board of directors is divided into two classes, each of which will generally serve for a term of two years with only
one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are
entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


  


Because our amended and restated certificate of
incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, if we were to enter into an initial business
combination, we may (depending on the terms of such an initial business combination) be required to increase the number of shares of Class
A common stock which we are authorized to issue at the same time as our stockholders vote on the initial business combination to the extent
we seek stockholder approval in connection with our initial business combination.


 


In accordance with Nasdaq corporate governance
requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our
listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes
of electing directors in accordance with our bylaws, unless such election is made by written consent in lieu of such a meeting. We may
not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus
we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us
to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting
an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.


 






     


     


    

 


We will provide our stockholders with the opportunity
to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial
business combination including interest earned on the funds held in the trust account and not previously released to us to pay our franchise
and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in
the trust account is initially anticipated to be approximately $10.10 per public share. Our initial stockholders, officers and directors
have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any
founder shares, private placement shares and any public shares held by them, and I-Bankers Securities, Inc. (“I-Bankers”),
the representative of the underwriters in our initial public offering, has agreed to waive its redemption rights with respect to any representative’s
shares held by them, in connection with the completion of our initial business combination. Unlike many blank check companies that hold
stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions
of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a stockholder
vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to
our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file
tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate of incorporation
requires these tender offer documents to contain substantially the same financial and other information about the initial business combination
and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is
required by law, or we decide to obtain stockholder approval for business or other legal reasons, we will, like many blank check companies,
offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.
If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common
stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person
or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares
of capital stock of the company entitled to vote at such meeting.


 


However, the participation of our co-sponsors,
officers, directors, advisors or their affiliates in privately-negotiated transactions, if any, could result in the approval of our initial
business combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such business combination.
For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the
approval of our initial business combination once a quorum is obtained. We intend to give approximately 30 days (but not less than 10
days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial
business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely
that we will consummate our initial business combination.


 


If we seek stockholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange
Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares of common stock sold in
our initial public offering, which we refer to as the Excess Shares. However, we would not be restricting our stockholders’ ability
to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’ inability
to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such stockholders
could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will
not receive redemption distributions with respect to the Excess Shares if we complete the initial business combination. As a result, such
stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell
their stock in open market transactions, potentially at a loss.


 


If we seek stockholder approval in connection
with our initial business combination, pursuant to a letter agreement, our initial stockholders, officers and directors have agreed to
vote their founder shares, private placement shares and any public shares purchased during or after our initial public offering (including
in open market and privately negotiated transactions) in favor of our initial business combination. Additionally, each public stockholder
may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction (subject to the limitation
described in the preceding paragraph).


 






     


     


    

 


Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our initial business combination within 12 months from the closing of our initial public
offering (or up to 18 months from the closing of our initial public offering if we extend the period of time to consummate a business
combination), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more
than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account
and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve
and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law. Our co-sponsors, initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to
which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares and
private placement shares held by them and I-Bankers has agreed to waive its rights to liquidating distributions from the trust account
with respect to any representative’s shares held by it, if we fail to complete our initial business combination within 12 months
from the closing of our initial public offering (or up to 18 months from the closing of our initial public offering if we extend the period
of time to consummate a business combination). However, if our initial stockholders acquire public shares in or after our initial public
offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete
our initial business combination within the prescribed time period.


 


In the event of a liquidation, dissolution or
winding up of the company after an initial business combination, our stockholders are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference
over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the common stock, except that we will provide our stockholders with the opportunity to redeem their public shares for cash equal to
their pro rata share of the aggregate amount then on deposit in the trust account, upon the completion of our initial business combination,
subject to the limitations described herein.


 


Founder Shares and Private Placement Shares


 


The founder shares are shares of Class B common
stock purchased by our initial stockholders in a private placement prior to our initial public offering. The private placement shares
are shares of Class A common stock underlying the private placement units issued to our co-sponsors, certain anchor investors and I-Bankers
in a private placement that closed simultaneously with the closing of our initial public offering.


 


The founder shares and private placement shares
are identical to the public shares of our Class A common stock, and holders of founder shares have the same stockholder rights as public
stockholders, except that (i) the founder shares and private placement shares are subject to certain transfer restrictions, as described
in more detail below, (ii) our co-sponsors, initial stockholders, officers, directors and I-Bankers, solely with respect to its representative’s
shares, have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect
to any founder shares, private placement shares and any public shares held by them in connection with the completion of our initial business
combination, (B) to waive their redemption rights with respect to their founder shares, private placement shares and public shares in
connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (x) to modify the
substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within
12 months from the closing of our initial public offering (or up to 18 months from the closing of our initial public offering if we extend
the period of time to consummate a business combination) or (y) with respect to any other provision relating to stockholders’ rights
or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect
to any founder shares and private placement shares held by them if we fail to complete our initial business combination within 12 months
from the closing of our initial public offering (or up to 18 months from the closing of our initial public offering if we extend the period
of time to consummate a business combination), although they will be entitled to liquidating distributions from the trust account with
respect to any public shares they hold if we fail to complete our initial business combination within such time period, (iii) the founder
shares are shares of our Class B common stock that will automatically convert into shares of our Class A common stock at the time of our
initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment
as described herein, and (iv) are entitled to registration rights. If we submit our initial business combination to our public stockholders
for a vote, our initial stockholders, officers, directors and I-Bankers, solely with respect to its representative’s shares, have
agreed pursuant to the letter agreement to vote any founder shares and private placement shares held by them and any public shares purchased
during or after our initial public offering (including in open market and privately negotiated transactions) in favor of our initial business
combination.


 






     


     


    

 


The shares of Class B common stock will automatically
convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis (subject to adjustment
for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein.
In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the
amounts issued in our initial public offering and related to the closing of the initial business combination, the ratio at which shares
of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding
shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number
of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted
basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of our initial public offering (not
including the private placement shares and the shares of Class A common stock issuable to I-Bankers) plus all shares of Class A common
stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or
equity-linked securities issued, or to be issued, to any seller in the initial business combination, any private placement-equivalent
securities issued to our co-sponsors or their affiliates upon conversion of loans made to us). We cannot determine at this time whether
a majority of the holders of our Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion
ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of the agreement
for our initial business combination; (ii) negotiation with Class A stockholders on structuring an initial business combination; or (iii)
negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class B common stock. If such adjustment
is not waived, the issuance would not reduce the percentage ownership of holders of our Class B common stock, but would reduce the percentage
ownership of holders of our Class A common stock. If such adjustment is waived, the issuance would reduce the percentage ownership of
holders of both classes of our common stock. Holders of founder shares may also elect to convert their shares of Class B common stock
into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. The term “equity-linked
securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common
stock issues in a financing transaction in connection with our initial business combination, including but not limited to a private placement
of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable
upon the conversion or exercise of convertible securities, warrants or similar securities.


 


Our initial stockholders have agreed not to transfer,
assign or sell any of their founder shares until the earlier to occur of (i) one year after the date of the consummation of our initial
business combination or (ii) the date on which we consummate a liquidation, merger, stock exchange or other similar transaction which
results in all of our stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property,
subject to certain limited exceptions . Any permitted transferees will be subject to the same restrictions and other agreements of our
initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of our shares of Class A
common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing 150 days after our initial business combination, the founder
shares will no longer be subject to such transfer restrictions.


 






     


     


    

 


Preferred Stock


 


Our amended and restated certificate of incorporation
provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors is authorized to
fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any
qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors can, without stockholder
approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders
of the common stock and could have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder
approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We
have no preferred stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we
cannot assure you that we will not do so in the future.


 


Rights


 


Each right represents the right to receive one-tenth
(1/10) of one share of common stock upon the consummation of our initial business combination, so each holder of 10 rights will receive
one share of common stock upon consummation of our initial business combination, whether or not we will be the surviving entity and even
if the holder of such right redeemed all common stock held by him, her or it in connection with the initial business combination or an
amendment to our amended and restated certificate of incorporation with respect to our pre-business combination activities. No fractional
shares will be issued upon conversion of any rights, so holders must hold rights in denominations of 10 in order to receive a share of
our common stock at the closing of our initial business combination. No additional consideration will be required to be paid by a holder
of rights in order to receive his, her or its additional common stock upon consummation of an initial business combination. The shares
issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours).


 


As soon as practicable upon the occurrence of
our initial business combination, we will direct holders of the rights to return their rights certificates to Continental Stock Transfer
 & Trust Company, in its capacity as rights agent. Upon receipt of the rights certificate, in a business combination in which we will
be the surviving entity, we will issue to the registered holder of such rights the number of full shares of our common stock to which
the holder is entitled.


 


If we enter into a definitive agreement for a
business combination in which we will not be the surviving entity, the definitive agreement will provide for the holders of rights to
receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common
stock basis, and each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth
(1/10) share underlying each right (without paying any additional consideration) upon consummation of the business combination. More specifically,
the right holder will be required to indicate his, her or its election to convert the rights into underlying shares as well as to return
the original rights certificates to us.


 


If we are unable to complete an initial business
combination within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any
of such funds with respect to their rights, nor will they receive any distribution from our assets held outside of the trust account with
respect to such rights, and the rights will expire worthless.


 


Promptly upon the consummation of our initial
business combination, we will direct registered holders of the rights to return their rights to our rights agent. Upon receipt of the
rights, the rights agent will issue to the registered holder of such right(s) the number of full shares of common stock to which he, she
or it is entitled. We will notify registered holders of the rights to deliver their rights to the rights agent promptly upon consummation
of such business combination and have been informed by the rights agent that the process of exchanging their rights for common stock should
take no more than a matter of days. The foregoing exchange of rights is solely ministerial in nature and is not intended to provide us
with any means of avoiding our obligation to issue the shares underlying the rights upon consummation of our initial business combination.
Other than confirming that the rights delivered by a registered holder are valid, we will have no ability to avoid delivery of the shares
underlying the rights. Nevertheless, there are no contractual penalties for failure to deliver securities to the holders of the rights
upon consummation of an initial business combination. Additionally, in no event will we be required to net cash settle the rights. Accordingly,
you might not receive the shares of Class A common stock underlying the rights and the rights may expire worthless.


 






     


     


    

 


We will not issue any fractional shares upon conversions
of the rights, and no cash will be payable in lieu thereof. As a result, a holder must have 10 rights to receive one share of common stock
at the closing of the initial business combination. In the event that any holder would otherwise be entitled to any fractional share upon
exchange of his, her or its rights, we will reserve the option, to the fullest extent permitted by applicable law, to deal with any such
fractional entitlement at the relevant time as we see fit, which would include the rounding down of any entitlement to receive common
stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining
fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares
in the company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without
any in lieu cash payment or other compensation being made to the holder of the relevant rights, such that value received on exchange of
the rights may be considered less than the value that the holder would otherwise expect to receive. All holders of rights shall be treated
in the same manner with respect to the issuance of shares upon conversions of the rights.


 


We have agreed that, subject to applicable law,
any action, proceeding or claim against us arising out of or relating in any way to the rights agreement will be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit
to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision applies
to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the
federal district courts of the United States of America are the sole and exclusive forum.


 


The private placement rights underlying the private
placement units are identical to the rights underlying the units sold in our initial public offering, subject to certain limited exceptions:
(i) our co-sponsors, anchor investors and I-Bankers have agreed not to transfer, assign or sell any of the private placement rights (including
the underlying shares of the Class A common stock) until the date that is 30 days after the date we complete our initial business combination,
except for, among other limited exceptions, transfers made to our officers and directors and certain affiliates; (ii) there will be no
redemption rights or liquidating distributions from the trust account with respect to our private placement rights (which private placement
rights will expire worthless if we do not consummate a business combination within 12 months from the closing of our initial public offering
(or up to 18 months from the closing of our initial public offering if we extend the period of time to consummate a business combination);
(iii) the private placement rights are subject to certain registration rights (as described below); and (iv) the private placement rights
will not trade.


  


Redeemable Warrants


 


Public Stockholders’ Warrants


 


Each warrant entitles the holder thereof to purchase
one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on
the later of 12 months from the closing of our initial public offering (or up to 18 months from the closing of our initial public offering
if we extend the period of time to consummate a business combination) or 30 days after the completion of our initial business combination.
The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.


 


We will not be obligated to deliver any shares
of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration
statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective
and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration.
No warrant will be exercisable and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless
Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws
of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding
sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such
warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration
statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase
price for the unit solely for the share of Class A common stock underlying such unit.


 






     


     


    

 


We have not registered the shares of Class A common
stock issuable upon exercise of the warrants. However, we have agreed that as soon as practicable, but in no event later than 15 business
days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement
covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective
and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified
in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants
is not effective by the 60th day after the closing of our initial business combination, warrant holders may, until such
time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration
statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities
exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may,
at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration
statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky
laws to the extent an exemption is not available.


 


Once the warrants become exercisable, we may call
the warrants for redemption (excluding the private placement warrants but including any outstanding representative’s warrants):


 


• in whole
and not in part;


 


• at a price
of $0.01 per warrant;


 


• upon not
less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and


 


• if, and
only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business
days before we send the notice of redemption to the warrant holders.


 


If and when the warrants become redeemable by
us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from
registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will
use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states
in which the warrants were offered by us in our initial public offering.


 


We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise
price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled
to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00
redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the
$11.50 warrant exercise price after the redemption notice is issued.


 


If we call the warrants for redemption as described
above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.”
In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider,
among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing
the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. If our management takes advantage of
this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A
common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the
warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below)
by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common
stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders
of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate
the number of shares of Class A common stock to be received upon exercise of the warrants, including the “fair market value”
in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive
effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of
the warrants after our initial business combination. If we call our warrants for redemption and our management does not take advantage
of this option, our co-sponsors and their permitted transferees would still be entitled to exercise their private placement warrants for
cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all
warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.


 






     


     


    

 


A holder of a warrant may notify us in writing
in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent
that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual
knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the shares of Class A common
stock outstanding immediately after giving effect to such exercise.


  


If the number of outstanding shares of Class A
common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares of Class A common
stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class
A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of Class
A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a
price less than the fair market value will be deemed a stock dividend of a number of shares of Class A common stock equal to the product
of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for Class A common stock) and (ii) one (1) minus the quotient of
(x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes
(i) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable
for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional amount
payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A common stock as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A common stock trade
on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


In addition, if we, at any time while the warrants
are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A common
stock on account of such shares of Class A common stock (or other shares of our capital stock into which the warrants are convertible),
other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Class A
common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class
A common stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the
substance or timing of our obligation to redeem 100% of our Class A common stock if we do not complete our initial business combination
within 12 months from the closing of our initial public offering (or up to 18 months from the closing of our initial public offering if
we extend the period of time to consummate a business combination) or (ii) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure to
complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective
date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A
common stock in respect of such event.


 


If the number of outstanding shares of our Class
A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A common stock
or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar
event, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased in proportion to such decrease
in outstanding shares of Class A common stock.


 


Whenever the number of shares of Class A common
stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying
the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares
of Class A common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of
which will be the number of shares of Class A common stock so purchasable immediately thereafter.


 






     


     


    

 


In case of any reclassification or reorganization
of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such shares
of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation
or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding
shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the
shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received
if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders
of Class A common stock in such a transaction is payable in the form of common stock in the successor entity that is listed for trading
on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted
immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following
public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes
value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value
to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders
of the warrants otherwise do not receive the full potential value of the warrants in order to determine and realize the option value component
of the warrant. This formula is to compensate the warrant holder for the loss of the option value portion of the warrant due to the requirement
that the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating
fair market value where no quoted market price for an instrument is available.


  


The warrants are issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the
warrant agreement for a complete description of the terms and conditions applicable to the warrants. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but
requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects
the interests of the registered holders of public warrants.


 


The warrants may be exercised upon surrender of
the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless
basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders
do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants and receive
shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants, each holder will be
entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.


 


In addition, if (x) we issue additional shares
of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price
to be determined in good faith by our board of directors and, in the case of any such issuance to our co-sponsors or their affiliates,
without taking into account any founder shares held by our co-sponsors or such affiliates, as applicable, prior to such issuance), (y)
the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions),
and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal
to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above
will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 






     


     


    

 


Private Placement Warrants


 


The private placement warrants (including the
Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30
days after the completion of our initial business combination (except, among other limited exceptions, to our officers and directors and
certain other permitted transferees) and they will not be redeemable by us so long as they are held by our co-sponsors, anchor investors,
I-Bankers or any of their permitted transferees. Our co-sponsors, anchor investors, I-Bankers, and any of their permitted transferees,
have the option to exercise the private placement warrants on a cashless basis. Except as described below, the private placement warrants
have terms and provisions that are identical to those of our public warrants, including as to exercise price, exercisability and exercise
period. If the private placement warrants are held by holders other than our co-sponsors, anchor investors, I-Bankers or any of their
permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as our
public warrants.


  


If holders of the private placement warrants elect
to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class
A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the
warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below)
by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common
stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the
warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by
our co-sponsors, the underwriters or their permitted transferees is because it is not known at this time whether they will be affiliated
with us following an initial business combination. If they remain affiliated with us, their ability to sell our securities in the open
market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during
specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade
in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could
sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly
restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


In order to finance transaction costs in connection
with an intended initial business combination, our co-sponsors or their affiliates or certain of our officers and directors may, but are
not obligated to, loan us funds as may be required. Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent
units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 units if $1,500,000 of notes
were so converted), at the option of the lender. The units would be identical to the private placement units. The terms of such working
capital loans by our co-sponsors or their affiliates, or our officers and directors, if any, have not been determined and no written agreements
exist with respect to such loans.


 


In addition, holders of our private placement
warrants are entitled to certain registration rights.


 


Our co-sponsors, anchor investors and I-Bankers
have agreed not to transfer, assign or sell any of the private placement warrants (including the shares of the Class A common stock issuable
upon exercise of any of the private placement warrants) until the date that is 30 days after the date we complete our initial business
combination, except for, among other limited exceptions, transfers made to our officers and directors and certain other permitted transferees.


 


Representative’s Warrants


 


In connection with our initial public offering,
we granted I-Bankers (and/or its designees) 800,400 warrants, exercisable at $12.00 per share. The warrants may be exercised for cash
or on a cashless basis, at the holder’s option, at any time during the period commencing on the later of the first anniversary of
the effective date of the registration statement filed in connection with our initial public offering and the closing of our initial business
combination and terminating on the fifth anniversary of the commencement date of sales in our initial public offering. Notwithstanding
anything to the contrary, I-Bankers has agreed that neither it nor its designees will be permitted to exercise the warrants after the
five-year anniversary of the commencement date of sales in our initial public offering. The warrants and such shares purchased pursuant
to the warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following
the commencement date of sales in our initial public offering pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these
securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put
or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately
following the commencement of sales in our initial public offering except to any underwriter and selected dealer participating in the
offering and their officers, partners, registered persons or affiliates. The warrants grant to holders certain registration rights with
respect to the registration under the Securities Act of the shares of Class A common stock issuable upon exercise of the warrants.
The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances
including in the event of a share dividend, or our recapitalization, reorganization, merger or consolidation. However, the warrants will
not be adjusted for issuances of shares of Class A common stock at a price below its exercise price. We will have no obligation to net
cash settle the exercise of the warrants. The holder of the warrants will not be entitled to exercise the warrants for cash unless a registration
statement covering the securities underlying the warrants is effective or an exemption from registration is available.


 






     


     


    

 


Dividends


 


We have not paid any cash dividends on our common
stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions
subsequent to completion of an initial business combination. The payment of any cash dividends subsequent to an initial business combination
will be within the discretion of our board of directors at such time. If we increase or decrease the size of the offering we will effect
a stock dividend or a share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common
stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial stockholders at
20.0% of the issued and outstanding shares of our common stock upon the consummation of our initial public offering (not including the
private placement shares and the shares of Class A common stock issuable to I-Bankers). Further, if we incur any indebtedness, our ability
to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


  


Our Transfer Agent, Rights Agent and Warrant
Agent


 


The transfer agent for our common stock, rights
agent for our rights and the warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify
Continental Stock Transfer & Trust Company in its roles as transfer agent, rights agent and warrant agent, its agents and each of
its stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for
its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified
person or entity.


 


Our Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of incorporation
contains certain requirements and restrictions relating to our initial public offering that will apply to us until the completion of our
initial business combination. These provisions cannot be amended without the approval of the holders of 65% of our common stock. Our initial
stockholders will participate in any vote to amend our amended and restated certificate of incorporation and will have the discretion
to vote in any manner they choose. Specifically, our amended and restated certificate of incorporation provides, among other things, that:


 


	 	•	If we are unable to complete our initial business combination within 12 months from the closing of our initial public offering (or up to 18 months from the closing of our initial public offering if we extend the period of time to consummate a business combination), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;


 






     


     


    

 


	 	•	Prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination;


 


	 	•	Although we do not intend to enter into an initial business combination with a target business that is affiliated with our co-sponsors, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that such an initial business combination is fair to our company from a financial point of view;


 


	 	•	If a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act; whether or not we maintain our registration under the our Exchange Act or our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above;


 


	 	•	So long as we maintain a listing for our securities on Nasdaq, Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination;


  


	 	•	If our stockholders approve an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of our initial public offering (or up to 18 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares; and


 


	 	•	We will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.


 


In addition, our amended and restated certificate
of incorporation provides that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be
at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’
fees and commissions.


 


Certain Anti-Takeover Provisions of Delaware
Law and our Amended and Restated Certificate of Incorporation and Bylaws


 


We are subject to the provisions of Section 203
of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances, from engaging
in a “business combination” with:


 


	 	•	a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);


 


	 	•	an affiliate of an interested stockholder; or


 






     


     


    

 


	 	•	an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.


 


A “business combination” includes
a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:


 


	 	•	our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;


 


	 	•	after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or


 


	 	•	on or subsequent to the date of the transaction, the initial business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.


 


Our amended and restated certificate of incorporation
provides that our board of directors is classified into two classes of directors. As a result, in most circumstances, a person can gain
control of our board only by successfully engaging in a proxy contest at two or more annual meetings.


 


Our authorized but unissued common stock and preferred
stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including
future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved
common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.


  


Exclusive forum for certain lawsuits


 


Our amended and restated certificate of incorporation
requires, to the fullest extent permitted by law, that unless we consent in writing to the selection of an alternative forum, the Court
of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring
(i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary
duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii)
any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the Delaware
General Corporation Law or the Corporation’s certificate of incorporation or bylaws or (iv) any action asserting a claim against
the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through
(iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction
of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten
days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery,
or for which the Court of Chancery does not have subject matter jurisdiction. Notwithstanding the foregoing, this exclusive forum provision
shall not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the
federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Additionally, unless we
consent in writing to the selection of an alternative forum, the federal district courts shall be the exclusive forum for the resolution
of any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers,
other employees or agents. Section 22 of the Securities Act, however, created concurrent jurisdiction for federal and state courts over
all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly,
there is uncertainty as to whether a court would enforce these exclusive forum provisions, and the enforceability of similar choice of
forum provisions in other companies’ charter documents has been challenged in legal proceedings. While the Delaware courts have
determined that such exclusive forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other
than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court
in those other jurisdictions. Although we believe this provision benefits us by providing increased consistency in the application of
Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors
and officers. Furthermore, the enforceability of choice of forum provisions in other companies’ certificates of incorporation has
been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.


 






     


     


    

 


Special meeting of stockholders


 


Our bylaws provide that special meetings of our
stockholders may be called only by a majority vote of our board of directors, by our Chief Executive Officer or by our Chairman.


 


Advance notice requirements for stockholder
proposals and director nominations


 


Our bylaws provide that stockholders seeking to
bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of
stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received
by the company secretary at our principal executive offices not later than the close of business on the 52nd day nor earlier
than the opening of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting
of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement
must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders’
meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making
nominations for directors at our annual meeting of stockholders.


 


Action by written consent


 


Subsequent to the consummation of the offering,
any action required or permitted to be taken by our common stockholders must be effected by a duly called annual or special meeting of
such stockholders and may not be effected by written consent of the stockholders other than with respect to our Class B common stock.


 


Classified Board of Directors


 


Our board of directors is divided into two classes,
Class I and Class II, with members of each class serving staggered two-year terms. Our amended and restated certificate of incorporation
provides that the authorized number of directors may be changed only by resolution of the board of directors. Subject to the terms of
any preferred stock, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative
vote of holders of a majority of the voting power of all then outstanding shares of our capital stock entitled to vote generally in the
election of directors, voting together as a single class. Any vacancy on our board of directors, including a vacancy resulting from an
enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.


 


Class B Common Stock Consent Right


 


For so long as any shares of Class B common stock
remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the shares of Class B common
stock then outstanding, voting separately as a single class, amend, alter or repeal any provision our certificate of incorporation, whether
by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative,
participating, optional or other or special rights of the Class B common stock. Any action required or permitted to be taken at any meeting
of the holders of Class B common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents
in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B common stock having not less
than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class B
common stock were present and voted.


 






     


     


    

 


Registration Rights


 


The holders of the founder shares (and any shares
of Class A common stock issuable upon conversion of the founder shares), securities underlying the private placement units, representative’s
warrants (and any shares of Class A common stock issuable upon the exercise of the representative’s warrants) and units that may
be issued upon conversion of working capital loan (including securities contained therein) are entitled to registration rights pursuant
to a registration rights agreement, requiring us to register such securities for resale (in the case of the founder shares, only after
conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding
short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights
with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us
to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights
agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until
termination of the applicable lock-up period as described therein. Notwithstanding the foregoing, the underwriters may not exercise their
demand and “piggyback” registration rights after five (5) and seven (7) years after the commencement date of sales in our
initial public offering and may not exercise their demand rights on more than one occasion. We will bear the expenses incurred in connection
with the filing of any such registration statements.


 


Listing of Securities


 


Our Class A common stock, warrants, and rights
are listed on Nasdaq under the symbols “FXCO,” “FXCOW,” and “FXCOR,” respectively.